Agribusiness

Growing demand for agricultural products and food security is driving significant growth and foreign investment interest in the food and agribusiness sector in Australia. At the same time, a fluctuating economy and environmental changes are placing pressure on the sector. As a result, the legal issues facing industry participants are diverse and include free trade agreements, quarantine, product labelling and distribution considerations, to land ownership issues, access to infrastructure, IP protection and funding considerations.

We have and continue to act for some of the largest food and agribusiness companies in the region and represent clients across every facet of the industry, including manufacturers, producers and distributors, investors, financiers, regulators and government agencies. This breadth of experience gives our team comprehensive insight into the legal and regulatory agribusiness landscape.

Our multidisciplinary team has experience in subsectors including oils, fats & grains, dairy, livestock, aquaculture, wool, sugar, cotton, forestry, as well as manufacturing, processing, distribution and agricultural real estate. As a result, we have a clear understanding of the sensitivities and challenges that our clients face as well as the drivers and opportunities for their growth.

Acted for the Crothers Brothers and the other vendors on the sale of 100% of Burra Foods, a dairy ingredients processor and exporter based in South Gippsland, for approximately $310,000,000 to a consortium of Chinese buyers led by Inner Mongolia Fuyuan Farming Co Ltd, including CIC Investment Fund and COFCO. In addition, advised the Crothers and other vendors on the reinvestment in the purchaser for an aggregate of approximately 20 per cent.

Advised Patties Foods Limited in response to the 'friendly' takeover offer received from Pacific Equity Partners, a leading private equity firm. The takeover was structured as a scheme of arrangement and valued Patties at A$307 million. Patties Foods Limited is an Australian food manufacturing company that owns a portfolio of iconic Australian brands. The Patties scheme was particularly complex due to Patties shareholders being offered an alternative to elect unlisted shares in the private equity bid vehicle instead of cash consideration for between 40%-100% of their Patties shares. The unlisted share alternative was subject to minimum and maximum caps and potential scale back. The unlisted scrip alternative also required Patties' scheme booklet to comply with prospectus disclosure requirements. Further complexity also arose from the cash consideration being reduced by the payment of a special dividend to eligible Patties shareholders.

Re-regulation of the Queensland Sugar industry

Advised Wilmar Sugar in relation to whether the re-regulation of the Queensland Sugar industry breaches commitments under SAFTA.

More Recent Work

Tegel completes IPO and dual listing on NZX and ASX

MinterEllison and Minter Ellison Rudd Watts advised Tegel Group Holdings Limited on its initial public offering and associated listing on NZX and on ASX (as a foreign exempt listing).

Sale of Murray River Forests (Project Wiradjuri)

Acted for Murray River Forests Pty Limited, an entity managed by Global Forest Partners LP, on the sale of approximately 5,500 plated hectares of freehold land and interests in 750 hectares of neighbouring plantations in southern New South Wales. Having advised on the entire lifecycle of the investment, our team brought significant expertise and experience to the transaction to maximise the outcome for the client.

A$530 million takeover of Warrnambool Cheese & Butter by Saputo Inc

Advised Warrnambool Cheese and Butter Factory Holdings Limited (WCB) in responding to competing takeover offers from Bega Cheese (hostile), Saputo (recommended) and Murray Goulburn (unsolicited). This was one of the most vigorous auctions for control in recent Australian Corporate history, with a total of 9 bids made by the three bidders. Saputo's winning bid valued Warrnambool at approximately A$530m.

Maruha Nichiro Seafoods investment in Austral Fisheries

Acted for global seafood company Maruha Nichiro Seafoods Inc in its purchase of 50% of West Australian company Austral Fisheries Pty Ltd, one of Australia's leading commercial fishing companies. Our role involved advising Maruha throughout the life cycle of the transaction, including conducting due diligence on the legal particulars of Australia's fishing industry and achieving completion with parties across various time zones in Japan, Spain, Australia and New Zealand.

Affinity Equity Partner's acquisition of Primo Smallgoods

Advised Affinity Equity Partners on the acquisition of a majority shareholding in Primo Smallgoods, Australia's largest producer of ham, bacon and small goods, alongside the founding family.

Suntory global acqusition of Beam Inc

Acted for Suntory Holdings on the Australian merger clearance aspects in relation to the US$16 billion acquisition of Beam Inc.

Advised Sucrogen, the Australian-based sugar subsidiary of Singapore-listed Wilmar International Limited, has entered into an agreement with the Administrators of Proserpine Sugar Mill to purchase the assets of Proserpine Co-operative Sugar Milling Association Limited (Proserpine).

Parmalat acquisition of Longwarry Food Park

Advised Parmalat Australia Pty Ltd (a wholly owned subsidiary of Parmalat S.p.A., which is listed on the Italian stock exchange) and the Lactalis Group (majority shareholder in Parmalat S.p.A.) in relation to its acquisition of 100% of the Longwarry Food Park dairy business. We assisted Parmalat and Lactalis with legal due diligence, negotiations of the transaction documents (including W&I policy) and completion of the transaction. The acquisition further strengthens Parmalat's position in the Australian dairy market.

Minter Ellison Rudd Watts advised Sumitomo Corporation on the acquisition of an 80% stake in Juice Products New Zealand Limited.

Suntory acquisition of Frucor Beverages

Advised Suntory, Japan's fourth largest beverage company, on the Australian aspects of its A$740 million acquisition of Frucor Beverages Group Limited (NZ) from Danone Asia Pte Limited, a wholly-owned subsidiary of Groupe Danone, S.A.

NZ$555 million Fonterra and Beingmate's global partnership

Advised Beingmate Group, a leading Chinese infant food manufacturer, on its proposed alliance with New Zealand dairy co-operative Fonterra Co-operative Group, designed to help meet China’s growing demand for infant formula. The alliance is intended to create an integrated global supply chain from the farm gate direct to China’s consumers, using Fonterra’s milk pools and manufacturing sites.

Acquisition of forestry assets from Elders Limited

Acted for one of the world's leading timber investment managers, Global Forest Partners LP on the acquisition of forestry assets from Elders Limited.

Advising the senior debt holders of Gunns

Advised the senior debt holders of Gunns Limited.

A$1.45 billion sale of Primo Smallgoods to Brazil's JBS SA

Acted as legal adviser to Primo Smallgoods Group, Affinity Equity Partners and the Lederer family on the A$1.45 billion sale to Brazil's JBS SA, the world's largest food processing company.

Acquisition of Australian Paper

Advised Nippon Paper Group on its $700 million acquisition of Australian manufacturing business Australian Paper from PaperlinX Limited. PaperlinX is Australia's largest paper manufacturer and Nippon Paper is Japan's second-largest paper manufacturer. We advised on all aspects of the transaction including due diligence, acquisition documentation, Foreign Investment Review Board (FIRB) approvals and the restructuring of the Paperlinx business.

ANZ exposure to Gunns Group

Acted for ANZ advising on its bilateral exposure to the Gunns group. Following the appointment of administrators, we acted for McGrath Nicol as receivers and managers of two related property trusts. The trusts leased land to the Gunns Group, which had been used for MIS purposes.

Wilmar A$1.75bn acquisition of Sucrogen

Acted for Wilmar in relation to the acquisition of Sucrogen Limited, CSR's sugar business from CSR for an enterprise value of $1.75 billion.

Environinvest MIS wind up

Acted for the secured creditor (CBA) and the receivers and managers (Korda Mentha) of the Environinvest Group, including as responsible entity for a number of managed investment schemes.

Great Southern receivership and liquidation

Acted for a syndicate of banks and the receivers and managers (McGrathNicol) of the Great Southern Group. We advised on all aspects of the receivership, including a restructuring of the MIS schemes, and a sale of approximately 269,000 hectares of land in the largest private forestry sale by area in Australia.

Burrup Fertilisers receivership

Acting for the receivers and managers (PPB) of the assets and shares in Burrup Fertilisers Pty Ltd, and certain shares held in the parent entity Burrup Holdings Limited. The secured creditor's exposure to the broader Oswal Group of Companies exceeded A$900 million.

Debt restructure of Elders Group

Acted for the Elders Group in debt restructure negotiations with a syndicate of banks (and consequentially, in the sale of its agricultural services business and managing a staged exit of their forestry business).